Business Organizations Flashcards

Under the Louisiana Business Corporation Act, how many persons are required to organize a corporation?

Answer: One or more

Louisiana law permits a single individual to form a corporation, as only one or more persons are required to act as incorporators under the Louisiana Business Corporation Act.

Which of the following must be included in the articles of incorporation under the Louisiana Business Corporation Act?

Answer: The total number of shares the corporation is authorized to issue

The Louisiana Business Corporation Act requires articles of incorporation to state the total number of authorized shares, but does not require shareholder names, a specific business purpose, or officer salaries.

Under the Louisiana Business Corporation Act, when does a corporation's legal existence begin?

Answer: When the articles of incorporation are filed with the Secretary of State

Under the Louisiana Business Corporation Act, corporate existence begins upon the effective date of filing of the articles of incorporation with the Secretary of State.

Under Louisiana law, a limited liability company (LLC) primarily offers which protection to its members?

Answer: Limited liability, shielding members from personal responsibility for LLC obligations

An LLC provides members with limited liability, meaning members are generally not personally responsible for the debts and obligations of the LLC beyond their investment.

In a Louisiana limited partnership, which partner bears unlimited personal liability for all partnership obligations?

Answer: The general partner(s) only

In a limited partnership, the general partner has unlimited personal liability for all partnership obligations, while limited partners' liability is confined to their capital contributions.

Under Louisiana law, what is a fundamental characteristic of a general partnership?

Answer: Each partner is an agent of the partnership and bears full personal liability for partnership obligations

In a Louisiana general partnership, each partner acts as an agent of the partnership and is personally and jointly liable for all partnership debts and obligations.

A professional corporation (PC) formed by licensed professionals in Louisiana differs from a regular corporation primarily because:

Answer: Shareholders of a PC remain personally liable for their own professional malpractice, though not for other shareholders' malpractice

In a Louisiana professional corporation, shareholders are shielded from general business debts but remain personally liable for their own acts of professional malpractice.